UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

(Mark One)

     [X] Annual report under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 for the fiscal year ended December 31, 1999.

     [ ] Transition report under Section 13 or 15(d) of the Securities  Exchange
Act  of  1934   (No  fee   required)   for  the   transition   period   from  to


     Commission file number:  000-22373
                              ---------

                           Chattown.com Network, Inc.
                         ------------------------------
                 (Name of Small Business Issuer in Its Charter)

           Delaware                                  58-2027283
          ----------                                -----------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

            268 West 400 South, Suite 300, Salt Lake City, Utah   84101
        -----------------------------------------------------------------
               (Address of Principal Executive Offices)         (Zip Code)

                                 (801) 575-8073
                      ------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

      Title of Each Class                        Name of each Exchange on Which
                                                           Registered
  --------------------------                   ---------------------------------
Common Stock ($0.001 Par Value)                              None

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                    Yes    [X]                   No


Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB [X].

The issuer's total  consolidated  revenues for the year ended December 31, 1999,
were $ 10,263.

The aggregate  market value of the registrant's  Common Stock,  $0.001 par value
(the only  class of voting  stock),  held by  non-affiliates  was  approximately
$1,483,274  based on the  average  closing  bid and asked  prices for the Common
Stock on March 30, 2000.

At March 30, 2000, the number of shares  outstanding of the registrant's  Common
Stock, $0.001 par value (the only class of voting stock), was 10,943,565.


<PAGE>



                                TABLE OF CONTENTS

                                                                            Page

                                     PART I

Item 1.       Description of Business.........................................1

Item 2.       Description of Property.........................................4

Item 3.       Legal Proceedings...............................................4

Item 4.       Submission of Matters to a Vote of Security-Holders.............4


                                     PART II

Item 5.       Market for Common Equity and Related Stockholder Matters........4

Item 6.       Management's Discussion and Analysis or Plan of Operation.......5

Item 7.       Financial Statements...................................F-1 to F-11

Item 8.       Changes in and Disagreements With Accountants on Accounting
              and Financial Disclosure........................................8

                                    PART III

Item 9.       Directors and Executive Officers................................8

Item 10.      Executive Compensation..........................................9

Item 11.      Security Ownership of Certain Beneficial Owners and
              Management.....................................................11

Item 12.      Certain Relationships and Related Transactions.................11

Item 13.      Exhibits, List and Reports on Form 8-K.........................12

              Signatures ....................................................13

              Index to Exhibits..............................................14


<PAGE>



ITEM 1.       DESCRIPTION OF BUSINESS

General

As used herein the term  "Company"  refers to  Chattown.com  Network,  Inc., its
subsidiaries and predecessors, unless indicated otherwise. Chattown.com Network,
Inc. was originally incorporated in the State of Delaware on January 6, 1993, as
Vaxcel, Inc. Vaxcel, Inc. ("Vaxcel") was formed as a wholly- owned subsidiary of
CytRx  Corporation  ("CytRx").  In May  1997,  Vaxcel  completed  a merger  with
Zynaxis,  Inc. (Zynaxis),  resulting in the issuance of an aggregate of 12.5% of
its outstanding  (post-merger) shares of common stock to the former shareholders
of  Zynaxis.   Vaxcel  has   historically   engaged  in  the   development   and
commercialization  of vaccine adjuvants and delivery systems and a novel vaccine
for the treatment of cancer.

However,  in the  second  quarter  of 1999  Vaxcel  sold all the  rights  to its
technologies for cash and discontinued all of its operations. In addition, CytRx
terminated  its license of Optivax to Vaxcel,  resulting  in the  assignment  to
CytRx of Vaxcel's rights and obligations  under its license  agreement to Corixa
Corporation.  Vaxcel  continues  to hold rights to develop and  commercialize  a
certain cancer antigen under a license agreement from University College London,
but no longer has any  employees  or other  ability to develop its  technologies
further  without  assistance.  The  Company's  current  management  has no prior
experience in developing such cancer antigens.  Accordingly,  the Company has no
plans to continue  to develop and  commercialize  the cancer  antigen.  However,
management may try to sell its rights in the cancer antigen or acquire a company
in the  biomedical  field that could make use of the rights  Vaxcel holds in the
cancer antigen.

On June 2, 1999, A-Z Professional Consultants, Inc., a Utah corporation ("A-Z"),
entered into a Stock Acquisition Agreement ("Agreement") with CytRx Corporation,
a Delaware corporation ("Cytrx"),  the parent company of Vaxcel. Pursuant to the
Agreement  A-Z  purchased  Nine  Million  Six  Hundred   Twenty-  Five  Thousand
(9,625,000) shares of the common stock of Vaxcel, (the Company) from CytRx. (See
Form 8-K filed September 20, 1999).

The Company during the third quarter of 1999 settled all of its liabilities from
the proceeds it collected from the sale of the technologies it held. The Company
is now a shell  company with no  operations  whose  purpose is to find  suitable
operations  through a merger or  acquisition.  On February 3, 2000,  the Company
changed its name to Chattown.com  Network,  Inc. The name change occurred at the
request of Thomas Clay and Mark  Schellenberger who have entered into a contract
to sell an Internet business to the Company.  The Company's new name will better
reflect the type of business which will be carried out by the Company  following
the closing of the acquisition which is scheduled to occur on March 30, 2000.

On February 3, 2000, the Company amended its Articles of Incorporation to change
the  number of its  authorized  $0.001  par value  shares of common  stock  from
30,000,000 to 200,000,000.

Acquisition of a business opportunity

On February 17, 2000, the Company  entered into a Stock Purchase  Agreement with
Thomas Clay and Mark Schellenberger for the purchase of a 100% interest in Value
Plus Marketing,  Inc.  ("Value"),  a private company  headquartered in Sarasota,
Florida.

                                        1


<PAGE>



Basic Terms of the Stock Purchase Agreement

Pursuant  to the Stock  Purchase  Agreement,  the Company is required to issue a
total of Twenty Four Million (24,000,000) shares of its common stock in exchange
for 100% of the total  issued  and  outstanding  shares of  Value.  The  current
controlling shareholder, A-Z Professional Consultants, Inc. has agreed to cancel
a total of Two Hundred  Thousand  (200,000)  shares in exchange  for the Company
agreeing to effect no reverse  splits for at least  Twenty Four (24) months from
the closing.

The Company also anticipates issuing, pursuant to a compensation agreement dated
March 17, 2000, a total of Five Hundred Thousand  (500,000) shares of its common
stock to Richard D.  Surber for  services  rendered to the Company in serving as
its  president,  responding  to  shareholder  concerns,  finding  buyers for the
Company's  technology,  drafting  documents,  and  preparing and filing with the
United  States  Securities  and Exchange  Commission,  on behalf of the Company,
Forms 10-Q and 10-K,  and amendments  thereto,  Schedule 14C, and Forms 8-K. The
500,000  shares to be issued to Mr.  Surber  will be  registered  by the Company
pursuant to a Form S-8 registration statement.

Business of Value

Value was organized by the Sellers for the purpose of combining several web site
assets owned by the Sellers. Currently, Value does not have any assets. However,
at the time the Company  closes on the  acquisition  of Value it is  anticipated
that Value will own a number of web sites including the following sites:

     Interactive Web Sites:  ChattownUSA.com, Cyberlounge.com, Partyhouse.com,

     Chattersworld.com, 1chatblvd.com, Chitterchatter.com, Chatsports.com

     Search Portal:  HoundDog.com

     Interactive Dating Web Site:  Loversonly.com

     Political Web Site:  Chatpolitics.com

Excepting the sites currently under development, the sites above currently offer
free and fee based  Internet chat rooms,  on line shopping and other  e-commerce
services including free web based e-mail and free web hosting.

The parties  anticipate closing on the Stock Purchase Agreement by no later than
March 30, 2000.  Closing will be subject to all parties conducting the necessary
due diligence.

Upon closing the Stock Purchase  Agreement,  it is anticipated that the Board of
Directors  of the  Company  will be  reorganized  and that  Richard  Surber  and
BonnieJean  C.  Tippetts  will  resign  as  directors.   Thomas  Clay  and  Mark
Schellenberger,  as majority  shareholders of the Company  following the closing
will have  authority  to appoint the Board of Directors of the Company by reason
of their ownership of in excess of 50% of the issued and  outstanding  shares of
the Company.

                                        2


<PAGE>



Operation of Business After Acquisition

The  Company's  operation  following  its  acquisition  of a  business  will  be
dependent on new management  which the Company  anticipates will be installed by
the  acquiring  shareholders,  Thomas  Clay and Mark  Schellenberger.  It may be
expected that the new business of the Company will present various risks,  which
cannot be predicted at the present time.

Governmental Regulation

Upon closing the Stock  Purchase  Agreement,  the Company will be subject to the
same federal, state and local laws as other companies conducting business on the
Internet.  Today there are  relatively  few laws  specifically  directed  toward
online  services.  However,  due to the  increasing  popularity  and  use of the
Internet and online  services,  it is possible that laws and regulations will be
adopted  with  respect  to the  Internet  and  online  services.  These laws and
regulations could cover issues such as online contracts,  user privacy,  freedom
of  expression,  pricing,  fraud,  content and quality of products and services,
taxation,  advertising,  intellectual  property rights and information security.
Applicability to the Internet of existing laws governing issues such as property
ownership,  copyrights and other intellectual property issues, taxation,  libel,
obscenity and personal privacy is uncertain.

Changes to existing laws or the passage of new laws intended to address Internet
issues could  directly  affect the way the Company does business or could create
uncertainty in the marketplace. This could reduce demand for the services of the
Company or increase the cost of doing  business as a result of litigation  costs
or increased  service  delivery  costs,  or could  otherwise  harm the Company's
business. In addition,  because the Company's services are accessible worldwide,
and  the  Company  facilitates  sales  of  goods  to  users  worldwide,  foreign
jurisdictions  may claim that the Company is required to comply with their laws.
In some  jurisdictions,  the Company may be required to collect  value-added  or
other taxes on its fees. The Company's failure to comply with foreign laws could
subject it to  penalties  ranging from fines to bans on its ability to offer its
services.

Competition

The Company  anticipates that once the acquisition closes it will be involved in
intense  competition with other Internet business  entities,  many of which will
have a competitive  edge over the Company by virtue of their stronger  financial
resources and prior experience in business.

The   Internet   industry   is   intensely   competitive   and  there  are  many
well-established  competitors.  These competitors may have substantially greater
financial and other  resources than the Company.  These  companies may be better
established in the marketplace.

The  market  for  online  products  is  new,   rapidly  evolving  and  intensely
competitive,  and the Company  expects  competition  to intensify in the future.
Barriers to entry are relatively low, and current and new competitors can launch
new sites at a relatively low cost using commercially available software.

The Company also  potentially  faces  competition  from a number of large online
communities  and services that have expertise in developing  online commerce and
in facilitating  online  person-to-person  interaction.  Some of these potential
competitors  are  Amazon.com,  AOL,  and  Microsoft  Corporation.   Other  large
companies with strong brand  recognition  and experience in online commerce also
may seek to compete in the online entertainment delivery market.

                                        3


<PAGE>


Employees

The Company is a development  stage company and currently has no employees other
than  its  president,  Richard  D.  Surber.  Upon  closing  the  Stock  Purchase
Agreement, the Company may acquire employees in order to operate its business.

ITEM 2.       DESCRIPTION OF PROPERTY

The Company  owns no real  property.  The Company  currently  uses the  offices,
office equipment and support staff of Hudson  Consulting Group, Inc. at 268 West
400 South,  Suite 300, Salt Lake City, Utah 84101. The Company  currently has no
written lease agreement.

ITEM 3.       LEGAL PROCEEDINGS

The Company is not involved in any legal proceedings.

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted  during the fiscal year covered by this Report to a vote
of security holders, and therefore, this item is inapplicable.

                                     PART II

ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is quoted on the Electronic  Bulletin Board under the
symbol,   CTWN   (formerly   VXCL).   Trading  in  the   common   stock  in  the
over-the-counter  market has been limited and sporadic  and the  quotations  set
forth below are not necessarily indicative of actual market conditions. Further,
these prices reflect inter-dealer prices without retail mark-up,  mark-down,  or
commission,  and may not necessarily reflect actual  transactions.  The high and
low bid prices for the common  stock for each  quarter of the fiscal years ended
December 31,1999 and 1998 are as follows:

Year    Quarter Ending         High      Low
------------------------------------------------
1998    March 31              $0.69     $0.50
        June 30               $1.03     $0.47
        September 30          $0.63     $0.13
        December 31           $0.13     $0.06

1999    March 31              $0.13     $0.06
        June 30               $0.13     $0.06
        September 30          $0.09     $0.06
        December 31           $0.19     $0.07
------------------------------------------------

                                       4

<PAGE>

On March 30, 2000, the number of holders of record of the Company's common stock
was 145. No cash  dividends  were paid during the fiscal years December 31, 1999
and 1998.

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

During the current fiscal year,  the Company has settled all of its  liabilities
from the proceeds it collected  from the sale of the  technologies  it held. The
Company  is  currently  a shell  company  whose  purpose  and plan is to acquire
operations through a merger or acquisition.  Since the Company  discontinued its
operations  it has  attempted  to  identify  and  acquire a  favorable  business
opportunity.

To date,  opportunities  have been made  available  to the  Company  through its
officers  and  directors  and  through  professional  advisors.  The Company has
reviewed and evaluated a number of business ventures for possible acquisition or
participation by the Company.

The Company has now entered into an agreement to purchase Value Plus  Marketing,
Inc.,  and intends to become an operating  business  through  this  acquisition.
Following the  acquisition of Value by the Company,  it is anticipated  that the
Company will, under the direction of new management, be involved in the business
of owning and operating  several  Internet  websites.  (See Item 1, "Business of
Value")

The Company's  operation following its acquisition of Value will be dependent on
new management which the Company  anticipates will be installed by the acquiring
shareholders,  Thomas Clay and Mark Schellenberger.  It may be expected that the
new  business  of the  Company  will  present  various  risks,  which  cannot be
predicted at the present  time.  It is expected that the Company may not be able
to satisfy all of its cash  requirements  over the next twelve month period from
cash flows generated by the Company's business  operations.  In order to sustain
its cash needs the Company may need to obtain debt or equity financing. There is
no  guarantee  that the company  will be able to raise money with either debt or
equity financing.

It is not expected that the Company will be involved in research and development
activities over the next twelve month period,  with the exception of development
of new websites for its Internet  business.  The Company has no immediate  plans
for the purchase or sale of significant plant or equipment.

The Company  currently  has one  employee,  its  president,  Richard D.  Surber.
Following the  acquisition,  the company may increase the number of employees in
order to successfully  operate its proposed Internet business.  The exact number
of employees  which may be hired in the coming twelve month period is unknown at
present.

                      [THIS SPACE LEFT BLANK INTENTIONALLY]

                                        5


<PAGE>



ITEM 7.       FINANCIAL STATEMENTS

The Company's financial  statements for the fiscal years ended December 31, 1999
and 1998 are attached hereto as pages F-1 through F-11.

                                        6











                     [THIS SPACE LEFT BLANK INTENTIONALLY]








<PAGE>








                           CHATTOWN.COM NETWORK, INC.
                            (formerly Vaxcel, Inc.)
                              Financial Statements
                           December 31, 1999 and 1998





                                       7

<PAGE>



--------------------------------------------------------------------------------
                                                      CHATTOWN.COM NETWORK, INC.
                                                         (Formerly Vaxcel, Inc.)
                                                   (A Development Stage Company)

                                                                        Contents

--------------------------------------------------------------------------------





                                                                            Page

Report of Tanner + Co.                                                      F-2


Report of Ernst & Young LLP                                                 F-3


Balance sheet                                                               F-4


Statement of operations                                                     F-5


Statement of stockholders' equity                                           F-6


Statement of cash flows                                                     F-7


Notes to financial statements                                               F-8





                                                                             F-1


<PAGE>



                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
of Chattown.com Network, Inc.

(formerly Vaxcel, Inc.)

We have audited the  accompanying  balance sheet of Chattown.com  Network,  Inc.
(formerly  Vaxcel,  Inc.) (a development stage company) as of December 31, 1999,
and the related statements of operations,  stockholders'  equity  and cash flows
for the year  ended  December  31,  1999.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Chattown.com  Network,  Inc.
(formerly  Vaxcel,  Inc.) (a development  stage company) as of December 31, 1999
and the results of its operations and its cash flows for the year ended December
31, 1999.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  note 2 to the
financial  statements,  the Company has no revenue generating activities and has
recurring  losses from operations and an accumulated  deficit.  These conditions
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Management's  plans in regard to these matters are also described in note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

                                            TANNER + CO.

 /s/ TANNER + CO.
-----------------
Salt Lake City, Utah
March 17, 2000

                                                                             F-2


<PAGE>

                               ERNST & YOUNG LLP
                         600 Peachtree Lane, Suite 2800
                           Atlanta, Georgia 30308-2215

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors

Chattown.com Network, Inc. (f/k/a Vaxcel, Inc.)

  We have audited the accompanying balance sheet of Chattown.com  Network,  Inc.
(f/k/a  Vaxcel,  Inc.) as of December 31, 1998,  and the related  statements  of
operations,  stockholders'  equity,  and cash flows for each of the two years in
the  period  ended  December  31,  1998.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

  We  conducted  our  audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

  In our opinion,  the financial statements referred to above present fairly, in
all material  respects,  the financial  position of Chattown.com  Network,  Inc.
(f/k/a Vaxcel,  Inc.) at December 31, 1998 and the results of its operations and
its cash flows for each of the two years in the period ended  December 31, 1998,
in conformity with generally accepted accounting principles.

  As discussed in Note 2 to the financial  statements,  the Company's  recurring
losses from operations and accumulated deficit raise substantial doubt about its
ability to continue as a going concern.  Management's  plans as to these matters
are also described in Note 2. The 1998  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/  Ernst & Young LLP
----------------------
Atlanta, Georgia
March 9, 1999
                                                                             F-3
<PAGE>

<TABLE>

                                                      CHATTOWN.COM NETWORK, INC.
                                                         (formerly Vaxcel, Inc.)
                                                   (A Development Stage Company)
                                                                   Balance Sheet
                                                                    December 31,

--------------------------------------------------------------------------------




<CAPTION>

                                                                           1999          1998
                                                                 -------------------------------
<S>                                                             <C>                 <C>
              Assets
Current assets:
     Cash and cash equivalents                                   $        10,263     $         -
     Prepaid expense                                                      17,500               -
                                                                   -------------      ----------
                  Total current assets                                    27,763               -

Net assets of discontinued operations                                          -         358,161
                                                                   -------------      ----------
                  Total assets                                   $        27,763     $   358,161
                                                                   =============      ==========


              Liabilities and Stockholders' Equity

Current liabilities                                              $           -        $      -

Stockholders' equity

     Preferred stock, $.001 par value,
       2,000,000 shares authorized;
       no shares issued and outstanding                                      -               -
     Common stock, $.001 par value,
       200,000,000 shares authorized;
       11,494,656 and 10,994,656 shares
       issued and outstanding, respectively                               11,495          10,995
     Additional paid-in capital                                       12,520,267      12,485,767
     Accumulated deficit                                             (12,503,999)    (12,138,601)
                                                                    -------------      ----------
                  Total stockholders' equity                              27,763         358,161
                                                                   -------------      ----------
                  Total liabilities and stockholders' equity     $        27,763    $    358,161
                                                                   ==============     ==========
</TABLE>



--------------------------------------------------------------------------------


See accompanying notes to financial statements.

                                                                             F-4


<PAGE>



<TABLE>
                                                      CHATTOWN.COM NETWORK, INC.
                                                         (formerly Vaxcel, Inc.)
                                                   (A Development Stage Company)
                                                         Statement of Operations
                                 Years Ended December 31, and Cumulative Amounts

--------------------------------------------------------------------------------



<CAPTION>

                                                                                                Cumulative
                                                     1999          1998            1997           Amounts
                                           ---------------------------------------------------------------

<S>                                          <C>              <C>             <C>             <C>
Revenues - interest and
  other income                                 $     10,263    $         -     $         -     $

Stock compensation expense                          (17,500)             -               -         (17,500)
                                              --------------   ------------    -----------     ------------
Loss from continuing operations
  before income tax                                  (7,237)             -               -         (17,500)

Income taxes                                              -              -               -               -
                                              --------------   ------------    -----------     ------------
Loss from continuing operations                      (7,237)             -               -         (17,500)

Loss from discontinued operations                  (358,161)    (4,993,289)     (2,599,298)              -
                                              --------------   ------------    -----------     ------------
              Net loss                        $    (365,398)  $ (4,993,289)    $(2,599,298)   $    (17,500)
                                              --------------   ------------    -----------     ------------
Loss per common share - basic and diluted:
Continuing operations                         $          -    $         -      $        -      $         -
Discontinued operations                               (.03)          (.45)           (.26)               -
                                              --------------   ------------    -----------     ------------
                                              $       (.03)   $      (.45)     $     (.26)     $         -
                                              --------------   ------------    -----------     ------------
Weighted average common shares
  outstanding - basic and diluted                11,119,656     10,996,905       9,939,680      11,244,656
                                              ==============   ============    ===========     ============
</TABLE>



--------------------------------------------------------------------------------


See accompanying notes to financial statements.

                                                                             F-5


<PAGE>



<TABLE>

                                                      CHATTOWN.COM NETWORK, INC.
                                                         (formerly Vaxcel, Inc.)
                                                   (A Development Stage Company)
                                              Statement of Stockholders' Equity
                                       January 1, 1997 Through December 31, 1999
--------------------------------------------------------------------------------


<CAPTION>


                                              Common Stock            Additional
                                       ---------------------------     Paid-In     Accumulated
                                           Shares       Amount         Capital       Deficit       Total
                                       -------------------------------------------------------------------
<S>                                       <C>           <C>          <C>         <C>           <C>
Balance at January 1, 1997                  8,250,004    $   8,250   $ 4,697,750 $ (4,546,014)  $  159,986

Issuance of common stock                        5,333            5         8,000                     8,005

Pre-merger capital contribution by CytRx                                 163,396                   163,396

Issuance of common stock in connection
  with merger, net of transaction costs     2,745,733        2,746     7,556,615                 7,559,361

Net loss                                                                           (2,599,298)  (2,599,298)
                                          -----------    ----------   ----------   -----------  -----------
Balance at December 31, 1997               11,001,070       11,001    12,425,761   (7,145,312)   5,291,450

Retirement of common shares                    (6,414)          (6)            6                         -

Beneficial conversion feature of
  convertible notes                                                       60,000                    60,000

Net loss                                                                           (4,993,289)  (4,993,289)
                                          -----------    ----------   ----------   -----------  -----------
Balance at December 31, 1998               10,994,656       10,995    12,485,767  (12,138,601)     358,161

Issuance of common stock for services         500,000          500        34,500            -       35,000

Net loss                                                                             (365,398)    (365,398)
                                          -----------    ----------   ----------   -----------  -----------
Balance at December 31, 1999               11,494,656    $  11,495   $12,520,267 $(12,503,999)  $   27,763
                                          ===========    ==========   ==========   ===========  ============
</TABLE>




--------------------------------------------------------------------------------


See accompanying notes to financial statements.

                                                                             F-6


<PAGE>



<TABLE>
                                                      CHATTOWN.COM NETWORK, INC.
                                                         (formerly Vaxcel, Inc.)
                                                   (A Development Stage Company)
                                                         Statement of Cash Flows
                                 Years Ended December 31, and Cumulative Amounts

--------------------------------------------------------------------------------

<CAPTION>
                                                                                              Cumulative
                                                        1999         1998          1997        Amounts
                                                   -------------------------------------------------------
Cash flows from operating activities:
<S>                                               <C>               <C>          <C>            <C>
     Net loss                                      $     (365,398)   $(4,993,289) $(2,599,298)  $  (17,500)
     Adjustments to reconcile net  loss to
       net cash provided by operating activities:
         Stock compensation expense                        17,500            -             -        17,500
         Loss from discontinued operations                358,161      4,993,289    2,599,298             -
                                                        ----------    ----------   -----------  -----------
                      Net cash provided by
                      operating activities                 10,263            -             -             -
                                                        ----------    ----------   -----------  -----------
Cash flow from investing activities:                            -            -             -             -
                                                        ----------    ----------   -----------  -----------
Cash flows from financing activities:                           -            -             -             -
                                                        ----------    ----------   -----------  -----------
Net increase in cash and cash equivalents                  10,263            -             -             -
Cash and cash equivalents at beginning of period                -            -             -        10,263
                                                        ----------    ----------   -----------  -----------
Cash and cash equivalents at end of period         $       10,263    $       -    $        -    $   10,263
                                                        ==========    ==========   ===========  ===========
</TABLE>




--------------------------------------------------------------------------------


See accompanying notes to financial statements.

                                                                             F-7


<PAGE>


                                                      CHATTOWN.COM NETWORK, INC.
                                                         (formerly Vaxcel, Inc.)
                                                   (A Development Stage Company)
                                                   Notes to Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------



                                                   Notes to Financial Statements

                                                               December 31, 1999

--------------------------------------------------------------------------------


1.   Organization and Summary of Significant Accounting Policies

Organization

Chattown.com  Network,  Inc. (formerly Vaxcel, Inc.) (the Company) was formed on
January 6, 1993 as a wholly-owned  subsidiary of CytRx corporation  (CytRx).  On
June 2, 1999, A-Z Professional  Consultants,  Inc., a Utah corporation  ("A-Z"),
entered  into  a  Stock  Acquisiton  Agreement  ("Agreement")  with  CytRX.  A-Z
purchased  9,625,000  shares or 87.5% of the  Company's  issued and  outstanding
shares of common  stock and  discontinued  all  operations  of the  Company.  In
addition,  CytRx  terminated its license of Optivax to Vaxcel,  resulting in the
assignment  of CytRx of  Vaxcel's  rights  and  obligations  under  its  license
agreement to Corixa Corporation.

The Company has no planned principal  operations and is considered a development
stage  company,  beginning  June 2, 1999,  as defined in SFAS No. 7.  Cumulative
amounts  reflect  operations  from June 2, 1999 through  December 31, 1999.  The
Company has, at the present time,  not paid any dividends and any dividends that
may be paid in the future  will depend upon the  financial  requirements  of the
Company and other relevant factors.

Cash and Cash Equivalents

For purposes of the  statement of cash flows,  the Company  considers all highly
liquid  investments  with  a  maturity  of  three  months  or  less  to be  cash
equivalents.

Prepaid Expense

On September 17, 1999,  the Company issued 500,000 shares of its common stock to
its  President for services.  The prepaid  expense  consists of the value of the
common stock which was  unearned as of December 31, 1999.  The amount was earned
subsequent to December 31, 1999.

Loss Per Common and Common  Equivalent  Share

The  computation  of basic  earnings  per  common  share is  computed  using the
weighted average number of common shares outstanding during the year.

The  computation  of diluted  earnings per common share is based on the weighted
average  number  of  shares  outstanding  during  the  year  plus  common  stock
equivalents  which would arise from the  exercise of stock  options and warrants
outstanding  using the treasury  stock  method and the average  market price per
share during the year.  Common stock equivalents are not included in the diluted
earnings per share calculation when their effect is antidilutive.

Stock Based Compensation

The Company  grants stock options for a fixed number of shares to key employees,
directors and consultants  with an exercise price equal to the fair market value
of the shares at the date of grant. The Accounting for Stock Issued to Employees
("APB 25"), and, accordingly recognizes no compensation expense is recognized to
the extent that the quoted market price per share exceeds the exercise  price on
the date such criteria are achieved or are probable.
--------------------------------------------------------------------------------


                                                                             F-8

<PAGE>


                                                      CHATTOWN.COM NETWORK, INC.
                                                         (formerly Vaxcel, Inc.)
                                                   (A Development Stage Company)
                                                   Notes to Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------

1.   Organization and Summary of Significant Accounting Policies (continued)

In October 1995, the FASB issued Statement of Financial Accounting Standards No.
123, Accounting for Stock-based  Compensation  ("Statement 123"), which provides
an alternative to APB 25 in accounting for  stock-based  compensation  issued to
employees.  However,  the  Company  has  continued  to account  for  stock-based
compensation in accordance with APB 25.

Use of Estimates in the  Preparation of Financial  Statements The preparation of
financial statements in conformity with generally accepted accounting principles
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates.

Concentration of Credit Risk

The Company  maintains its cash in bank deposit  accounts which,  at times,  may
exceed federally  insured limits.  The Company has not experienced any losses in
such  account and believes it is not exposed to any  significant  credit risk on
cash and cash equivalents.

2.   Going Concern

As of December 31, 1999, the Company's revenue generating  activities are not in
place,  and the  Company has  incurred a loss for the period  then ended.  These
factors raise  substantial  doubt about the  Company's  ability to continue as a
going concern.

Management intends to seek additional  funding through business ventures.  There
can be no  assurance  that such  funds  will be  available  to the  Company,  or
available on terms of acceptable to the Company.

3.   Discontinued Operations

On June 2, 1999,  the Company  discontinued  all of its  operations and became a
development stage company (see note 1). Condensed discontinued operations are as
follows:



                     [THIS SPACE LEFT BLANK INTENTIONALLY]

--------------------------------------------------------------------------------


                                                                             F-9


<PAGE>


                                                      CHATTOWN.COM NETWORK, INC.
                                                         (formerly Vaxcel, Inc.)
                                                   (A Development Stage Company)
                                                   Notes to Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------

3.   Discontinued Operations (continued)



                                        Years Ended December 31,
                             ---------------------------------------------
                                  1999            1998            1997
                             ---------------------------------------------
Revenues                     $       -        $   254,471    $   288,504
                            -------------     -----------     ----------
Transactions with
  affiliates                         -            172,261        381,806
Acquired incomplete
  research and
  development                        -               -           951,017
Impairment loss                      -          3,212,615              -
Other costs and
  expenses                        358,161       1,862,884      1,554,979
                          ----------------------------------------------
                                  358,161       5,247,760      2,887,802
                          ----------------------------------------------
               Net loss    $     (358,161)    $(4,993,289)   $(2,599,298)
                            ==============    ============    ===========


The assets and  liabilities  of the  Company  are  included in the net assets of
discontinued operations at December 31, 1999 and 1998.

4.   Income Taxes

At December  31,  1999,  the Company had net  operating  loss  carryforwards  of
approximately  $12,000,000 and research and development tax credit carryforwards
of approximately  $111,000.  These  carryforwards are available to offset future
taxable income and begin to expire in 2008. The utilization of the net operating
loss  carryforwards is dependent upon the tax laws in effect at the time the net
operating  loss  carryforwards  can be  utilized.  The  Tax  Reform  Act of 1986
significantly limits the annual amount that can be utilized for certain of these
carryforwards as a result of the change in ownership.

A valuation allowance has been established for the net deferred tax asset due to
the uncertainty of the Company's ability to realize such asset.

5.   Fair Value of Financial Instruments

The Company's financial instruments consist of cash. The carrying amount of cash
approximates fair value because of the short-term nature of these items.
--------------------------------------------------------------------------------


                                                                            F-10


<PAGE>


                                                      CHATTOWN.COM NETWORK, INC.
                                                         (formerly Vaxcel, Inc.)
                                                   (A Development Stage Company)
                                                   Notes to Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------




6.   Recent Accounting Pronouncements

In June  1999,  the  FASB  issued  SFAS  No.  137,  "Accounting  for  Derivative
Instruments  and Hedging  Activities  - Deferral of the  Effective  date of FASB
Statement No. 133." SFAS 133 establishes  accounting and reporting standards for
derivative  instruments and requires recognition of all derivatives as assets or
liabilities  in the  statement of financial  position and  measurement  of those
instruments at fair value.  SFAS 133 is now effective for fiscal years beginning
after June 15, 2000. The Company believes that the adoption of SFAS 133 will not
have any material effect on the financial statements of the Company.

7.   Subsequent Event

Subsequent  to the year ended  December  31,  1999,  the Company  signed a Stock
Purchase Agreement with another company. Pursuant to the terms of the Agreement,
the Company  plans to  purchase  100%  interest  in the company in exchange  for
24,000,000  shares of the Company's  common stock.  This Agreement is contingent
upon the completion of due diligence by both parties and other factors.


--------------------------------------------------------------------------------


                                                                            F-11


<PAGE>






ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

On March 14, 2000,  Chattown.com  Network, Inc. ("the Company" formerly known as
Vaxcel,  Inc.)  dismissed  Ernst & Young LLP ("E&Y),  the  principal  accountant
previously engaged to audit the Company's financial statements.  Effective March
14,  2000,  the  Company  retained  Tanner  + Co.  ("Tanner")  as the  principal
accountants to replace E&Y. The Company's audit committee and board of directors
approved the change of accountants from E&Y to Tanner.

The audit reports of E&Y on the Company's  financial  statements  for the fiscal
years ending  December 31, 1997 and 1998 did not contain any adverse  opinion or
disclaimer of opinion,  nor were they  qualified or modified as to  uncertainty,
audit scope,  or  accounting  principles,  except such reports were  modified to
include an explanatory paragraph for a going concern uncertainty.

In connection  with the audits of the fiscal years ending  December 31, 1997 and
1998 and the  subsequent  interim  periods  through March 14, 2000,  the date of
termination,  the  Company  had no  disagreements  with  E&Y on  any  matter  of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedures, which disagreements, if not resolved to their satisfaction,
would have caused E&Y to make reference in connection  with their opinion to the
subject matter of the disagreement.  In addition, during that time there were no
reportable events (as defined in Item 304(a)(1)(iv) of Regulation S-B).

During the fiscal years ending  December 31, 1997 and 1998,  and the  subsequent
interim  period through March 14, 2000,  the date of  termination,  and prior to
such  appointment,  the  Company  did not  consult  with  Tanner  regarding  the
application  of  generally   accepted   accounting   principles  to  a  specific
transaction,  either  proposed or  completed,  or the type of audit opinion that
might be rendered on the  Company's  consolidated  financial  statements.  Since
there were no disagreements  or reportable  events (as defined in Item 304(a)(2)
of  Regulation  S-B),  the Company  did not  consult  Tanner in respect to these
matters during that time.

                                    PART III

ITEM  9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
              PERSONS;  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

          NAME           AGE                  POSITION
------------------------------------------------------------------
  Richard D. Surber      27           President and Director
 BonnieJean C. Tippetts  58         Vice President and Director
------------------------------------------------------------------

Richard D. Surber,  27, graduated from the University of Utah with a Bachelor of
Science  degree in Finance and then with a Juris  Doctorate  with an emphasis in
corporate law, including securities,  taxation,  and bankruptcy.  He has been an
officer and director of several public  companies  which  include:  CyberAmerica
Corporation  (OTCBB:  CYAA)  (president  and director from 1992 to the present),
which is a holding company whose subsidiaries  invest in real estate and provide
financial  consulting  services;  Kelly's Coffee,  Group,  Inc., a shell company
whose plan is to acquire an  unidentified  company  (president and director from
May, 1999 to the present); Innovative Property Development Corporation ("IPDC"),
N.K.A.   China  Mall  USA.com,   Inc.,  a  former   subsidiary  of  CyberAmerica
Corporation,  which  currently  is a  non-reporting  Chinese  Internet  company
(president and director 1992 to June, 1999); Eurotronics Corporation, F.K.A.

                                        8


<PAGE>




Hamilton Exploration,  Inc., a shell company which is currently unrelated to the
Company (president and director  1994-1996),  and whose post-1996  operations if
any are not  known;  Area  Investment  Development  Company,  which  was a shell
company unrelated to the Company (president and director  1994-1996),  and which
has  recently  acquired  an  Internet  company  whose  content  revolves  around
religious events;  Youthline USA, Inc., F.K.A. Ult-i-Med Health Centers, Inc., a
non  reporting  shell  company  that  acquired  an  educational   company  which
distributes  education  newspapers  to children in grades  K-12  (secretary  and
director  from April 6, 1999 to July  29,1999);  Premier  Brands,  Inc., a shell
company  (president  and director  April,  1998 - September,  1998);  and Golden
Opportunity Development  Corporation,  a wholly owned subsidiary of CyberAmerica
Corporation,  (president  and director from  September,  1999 to present)  whose
operations consist of operating a 324 room hotel in Baton Rouge, Louisiana.  Mr.
Surber is also the President and a Director of several  private shell  companies
that intend to become fully  reporting  public  companies.  Mr. Surber began his
term as the Company's President and Director on September 17, 1999.

BonnieJean  C.  Tippetts,  58, was  appointed a Vice  President,  Secretary  and
Director of the Company on November 17, 1999.  Since 1991, Ms. Tippetts has been
employed by Canton  Financial  Services  Corporation,  a business and consulting
firm and a sibling  corporation to  CyberAmerica  Corporation.  Ms. Tippetts has
over 30 years of experience  in the business  field.  Her  corporate  experience
includes starting, purchasing, operating and selling various businesses. She has
been  President or Director of more than a dozen  corporations  over the past 30
years. She is currently the President of A-Z Professional  Consultants,  Inc., a
management and corporate consulting firm. Ms. Tippetts earned a Bachelor of Arts
degree  from  Lewis & Clark  College  in  Portland,  Oregon in 1960;  obtained a
Bachelor of Science degree from Brigham Young University in Provo, Utah in 1965;
and was awarded a Master of Arts degree from the University of Northern Colorado
in Greeley, Colorado in 1970.

Compliance with Section 16(a) of the Exchange Act

Based  solely upon a review of Forms 3, 4 and 5 furnished  to the  Company,  the
Company is not aware of any person who at any time  during the fiscal year ended
December 31, 1999 was a director,  officer, or beneficial owner of more than ten
percent of the Common Stock of the Company,  and who failed to file, on a timely
basis,  reports required by Section 16(a) of the Securities Exchange Act of 1934
during such fiscal year.

ITEM  10.     EXECUTIVE COMPENSATION

Executive Compensation

No  compensation in excess of $100,000 was awarded to, earned by, or paid to any
executive  officer of the Company during the year 1999. The following  table and
the  accompanying  notes provide summary  information for each of the last three
fiscal years  concerning cash and non-cash  compensation  paid or accrued by the
Company's  chief  executive  officer(s) for the past three years and each of the
four other most highly compensated executive officers of the Company whose total
salary and bonus exceeded $100,000.

                                                         9


<PAGE>



<TABLE>
<CAPTION>


                                            SUMMARY COMPENSATION TABLE

                                                                                      Long Term Compensation
        Name and Year                  Annual Compensation                    Awards                     Payouts
        -------------                  -------------------                    ------                     -------
                                                                     Restricted     Securities
Name and                                            Other Annual       Stock        Underlying      LTIP        All Other
Principal          Year      Salary      Bonus      Compensation      Award(s)       Options/      payouts     Compensation
Position                      ($)         ($)            ($)            ($)          SARs(#)         ($)            ($)
<S>               <C>       <C>         <C>        <C>              <C>           <C>             <C>         <C>
Richard            1999              -          -                 -            -               -           -   500,000 shares(1)
Surber,            1998              -          -                 -            -               -           -                 -
President          1997              -          -                 -            -               -           -                 -
---------------  -------- ------------ ---------- ----------------- ------------  --------------  ---------- -----------------
Mark J.            1999      $  24,167          -                 -            -               -           -       $  100,000(2)
Newman,            1998      $ 140,000          -                 -            -         500,000           -       $    5,000(3)
Former             1997      $ 129,500    $13,000                 -            -               -           -       $    4,750(3)
President and
CEO
---------------  -------- ------------ ---------- ----------------- ------------  --------------  ---------- -----------------
Mark W.            1999              -          -                 -            -               -           -                 -
Reynolds,          1998       $101,000    $25,000                 -            -               -           -       $    5,000(4)
Former CFO         1997       $ 94,000    $12,500                 -            -               -           -       $    4,750(4)
and Secretary
---------------  -------- ------------ ---------- ----------------- ------------  --------------  ---------- -----------------
Paul J. Wilson,    1999              -          -                 -            -               -           -                 -
Former             1998       $207,750          -                 -            -               -           -       $    4,815(3)
President and      1997       $214,000          -                 -            -               -           -       $    4,750(3)
CEO
---------------  -------- ------------ ---------- ----------------- ------------  --------------  ---------- -----------------
</TABLE>

Employment Agreements

Mr. Paul J. Wilson's employment  agreement expired effective August 16, 1998 and
was not renewed.  Since that date, Dr. Mark J. Newman has served in the capacity
of President and Chief Executive  Officer.  The annual cash compensation for Dr.
Newman was  $140,000  during 1998 and  increased to $145,000 on January 1, 1999.
Effective  February  28,  1999,  Dr.  Newman  left the  Company to pursue  other
interests. Dr. Newman is no longer associated with the Company.

During the term of his employment, Dr. Newman received options to purchase up to
an aggregate of 715,000  shares of Vaxcel  Common  Stock.  Options as to 215,000
shares have an exercise  price of $1.50 per share and vest upon the  achievement
of certain  corporate  milestones.  Options as to 500,000 shares had an exercise
price of $.625 per share and vested  primarily upon events  surrounding the sale
or merger of the  Company.  As of April 22,  1999,  Dr.  Newman had vested  with
respect to options to purchase  110,000 shares.  The Company had also guaranteed
to Dr. Newman that, as a result of the successful  sale or merger of the Company
to a third party,  Dr. Newman would receive a combination of stock options and a
performance bonus having a gross value equal to at least $100,000.

----------------------

(1)On March 17, 2000 the Company agreed to issue 500,000 shares of the Company's
common  stock to Richard D. Surber for services  rendered to the Company  during
the period  September 17, 1999 to March 17, 2000.  The 500,000 shares listed are
total compensation paid for the said six month period.

(2)Represents  monies  paid as  part of a  severance  package  upon  sale of the
Company by CytRx.

(3)Vaxcel's  matching  contribution  to CytRx's  401(k)  Plan  during the period
Vaxcel  was a wholly  owned  subsidiary  of CytRx.  Vaxcel did not have a 401(k)
Plan,  but employees of Vaxcel were eligible to  participate  in CytRx's  401(k)
Plan.

(4)CytRx's matching contribution to its 401(k) Plan.

                                       10


<PAGE>


Compensation of Directors

The Company's directors are not currently compensated.

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT

The following table sets forth certain  information  concerning the ownership of
the  Company's  Common  Stock as of March 27,  2000,  with  respect to: (i) each
person known to the Company to be the beneficial owner of more than five percent
of the  Company's  Common Stock;  (ii) all  directors;  and (iii)  directors and
executive  officers  of the  Company  as a group.  The  notes  accompanying  the
information in the table below are necessary for a complete understanding of the
figures  provided below. As of March 30, 2000,  there were 10,943,565  shares of
Common Stock issued and outstanding.
<TABLE>
<CAPTION>

                                      Name and Address of                    Amount and Nature          Percent of
  Title of Class                       Beneficial Owner                  of Beneficial Ownership           Class
  --------------                      -------------------                -----------------------          --------
<S>                        <C>                                          <C>                             <C>

   Common Stock                        Richard D. Surber                        500,000(5)                  4.3%
($0.001 par value)              268 West 400 South, Suite 300
                                  Salt Lake City, Utah 84101

   Common Stock                      BonnieJean Tippetts                        9,625,000(6)               87.9%
($0.001) par value              268 West 400 South, Suite 300
                                  Salt Lake City, Utah 84101

   Common Stock               A-Z Professional Consultants, Inc.                9,625,000                  87.9%
($0.001) par value              268 West 400 South, Suite 300
                                  Salt Lake City, Utah 84101

   Common Stock             Directors and Executive Officers as a              10,125,000                  88.4%
($0.001) par value                          Group
------------------------- ------------------------------------------ --------------------------------  ----------------
</TABLE>

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On March 17,  2000,  the Company  entered  into a  Compensation  Agreement  with
Richard D. Surber  pursuant to which the Company  agreed to issue 500,000 shares
of its common  stock for  services  rendered in  connection  with his service as
president and a director of the Company with responsibility for the

-------------------

(5)Richard D. Surber has the right, pursuant to a written compensation agreement
with the Company,  to receive  500,000 shares of the Company's  common stock for
services  he  rendered to the Company  while  serving as its  president  for the
period September 17, 1999 to March 17, 2000.

(6)The  shares owned by A-Z  Professional  Consultants,  Inc. are  attributed to
BonnieJean  Tippetts as  president  of the A-Z  Professional  Consultants,  Inc.
200,000  shares are to be canceled  pursuant to a Stock  Cancellation  agreement
between the Company and A-Z Professional Consultants, Inc.

                                       11


<PAGE>



Company's  operations and activities  including  assisting in the preparation of
the required 10-KSB and 10- QSB filings,  Form 8-K, and filing of a Schedule 14C
with the Securities and Exchange  Commission and other  miscellaneous  services.
Richard D. Surber was  president of the Company at the time of entering into the
Compensation agreement.  Consequently, the transaction may not be deemed to have
been at arms length.

During 1999,  the Company  issued  stock valued at $416,000 to A-Z  Professional
Consultants.  Inc. ("A-Z"), the major shareholder of the Company, for consulting
services  in  relation  to  finding a merger  or  business  opportunity  for the
Company.  Because A-Z was the major shareholder of the Company at the time these
services  were  rendered  and the  agreement to provide the services was entered
into, the transaction may not be deemed to have been at arms length.

ITEM 13.      EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.  Exhibits  required to be attached by Item 601 of Regulation  S-B
     are  listed  in the  Index to  Exhibits  beginning  on page 14 of this Form
     10-KSB, which is incorporated herein by reference.

(b)  Reports on Form 8-K. On  September  17,  1999 the Company  filed a Form 8-K
     disclosing the purchase of 9,625,000  shares of the Company's  common stock
     by A-Z Professional  Consultants,  Inc. ("A-Z"),  a Utah  corporation.  The
     purchase gave A-Z a majority interest in the Company's common stock.









                      [THIS SPACE LEFT BLANK INTENTIONALLY]








                                       12


<PAGE>




                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 3rd day of April, 2000.

                                          Chattown.com Network, Inc.


                                          /s/  Richard Surber
                                          --------------------------------------
                                          Richard Surber, President and Director


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

          Signature                       Title                    Date
          ---------                       -----                    ----

  /s/  Richard Surber             President and Director       April 3, 2000
  -------------------------
  Richard Surber


/s/ BonnieJean C. Tippetts      Vice President and Director    April 3, 2000
---------------------------
 BonnieJean C.Tippetts









                     [THIS SPACE LEFT BLANK INTENTIONALLY]




                                       13


<PAGE>




                                INDEX TO EXHIBITS

Exhibit
Number        Page No.     Description


2.1           *            Agreement and Plan of Merger and Contribution  dated
                           December 6, 1996,  by  and  among CytRx Corporation,
                           Vaxcel, Inc.,  Vaxcel Merger  Subsidiary, Inc.  and
                           Zynaxis, Inc. ( incorporated by  reference  to  the
                           Company's Registration Statement on Form S-4 (File No
                           333-19125) filed on March 26, 1997).

3.1           *            Certificate  of  Incorporation  ( incorporated  by
                           reference to the Company's Registration Statement on
                           Form S-4 (File No. 333-19125)filed on March 26, 1997)

3.2           *            By-Laws (incorporated by reference  to the Company's
                           Registration  Statement  on  Form  S-4 (File No. 333-
                           19125) filed on March 26, 1997).

10.1          *            Amended and Restated License Agreement dated October
                           10, 1996  by  and  between  Vaxcel, Inc. and  CytRx
                           Corporation (incorporated by reference to the
                           Company's Registration Statement on Form S-4 (File No
                            333-19125) filed on March 26, 1997).

10.2          *            Amended and Restated Supply Agreement  dated October
                           10,  1996  by and  between  Vaxcel,  Inc. and  CytRx
                           Corporation  ( incorporated  by  reference  to  the
                           Company's Registration Statement on Form S-4 (File No
                           333-19125) filed on March 26, 1997).

10.3          *            Services and Facilities Use Agreement dated  October
                           10, 1996  by  and  between  Vaxcel, Inc.  and  CytRx
                           Corporation  ( incorporated   by  reference  to  the
                           Company's Registration Statement on Form S-4 (File No
                           333-19125) filed on March 26, 1997).

10.4          *            Vaxcel, Inc. 1993 Stock Option Plan (incorporated by
                           reference to the Company's Registration Statement on
                           Form S-4 (File No.333-19125) filed on March 26, 1997)

10.5          *            Convertible Note dated March 30, 1998 by and between
                           Vaxcel, Inc. and CytRx Corporation (incorporated  by
                           reference to the Company's Annual Report on Form 10-K
                           filed on March 31, 1999).

10.6          *            Convertible  Note  dated  December 18, 1998  by and
                           between  Vaxcel, Inc. and  CytRx  Corporation
                           (incorporated by reference to the Company's Annual
                           Report on Form 10-K filed on March 31, 1999).


                                       14


<PAGE>



10.7          *            Convertible Note dated January 7, 1999 by and between
                           Vaxcel, Inc. and CytRx  Corporation  (incorporated by
                           reference to the Company's Annual Report on Form 10-K
                           filed on March 31, 1999).

10.8          *            Option Agreement  dated  January  27, 1999 by  and
                           between  Vaxcel, Inc. and  Innovax  Corporation
                           (incorporated by reference to the Company's Annual
                           Report on Form 10-K filed on March 31, 1999).

10.9          16           Compensation Agreement dated March 17, 2000  between
                           the Company and Richard D. Surber for 500,000 shares
                           of the Company's common stock.

27.1          *            Financial Data  Schedule (incorporated by  reference
                           to the Company's Annual Report on Form 10-K filed on
                           March 31, 1999).

--------------------------------------

*    Previously filed as indicated and incorporated herein by reference from the
     referenced filings previously made by the Company.

                                       15


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